Companies Act, 2008 (Act No. 71 of 2008)

Chapter 4 : Public Offerings of Company Securities

105. Liability of experts and others

If a person has consented to the use of their name, or the inclusion of any material in a prospectus, as contemplated in this Chapter, that consent does not make the person liable as one who has authorised the issue of the prospectus under section 104(1)(d), either—

a)

to compensate persons purchasing on the faith of the prospectus, except in respect of any untrue statement purporting to be made by that person as an expert; or

b)

to indemnify any person against liability under section 104(6).

2)

Despite subsection (1), a person contemplated in that subsection is liable under section 104 in respect of any untrue statement purporting to be made by that person as an expert unless—

a)

the expert person withdrew that consent in writing before the prospectus was filed for registration;

b)

between the filing of the prospectus for registration and any allotment in terms of it to a complainant, that expert person became aware of the untrue statement, withdrew the consent in writing and gave reasonable public notice of the withdrawal and of the reason for it; or

c)

the expert person—

i)

was competent to make the statement; and

ii)

had reasonable ground to believe and did up to the time of the allotment of the securities or the acceptance of the offer, as the case may be, believe that the statement was true.

3)

The defences available to a person in this subsection are in lieu of any applicable defence available in terms of section 104(3).